Common use of Notice of Issuance Clause in Contracts

Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York time) at least five Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have recertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company the Borrower desires the issuance of a Letter of Credit, it the Borrower shall deliver to Administrative Agent, at the Funding Agent Bank an Application and Payment Office, a Notice of Issuance of Agreement for Letter of Credit in the form of Exhibit C annexed hereto no later than 12:00 Noon noon (New York Louisville, Kentucky time) at least five three (3) Business Days, or in each case such shorter period as may be agreed to by the Issuing Lender Agent Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Application and Agreement for Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business DayDay under the laws of the Commonwealth of Kentucky), (bii) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (ciii) the expiration date of the Letter of Credit, (div) the name and address of the beneficiarybeneficiary of the Letter of Credit, and (ev) the verbatim text a summary of the proposed purpose and contemplated terms of the Letter of Credit or Credit. Prior to the proposed terms and conditions thereofdate of issuance of any Letter of Credit, including the Borrower shall specify a precise description of any the documents and the verbatim proposed text of any certificates certificate to be presented by the beneficiary under such Letter of Credit which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Agent Bank to make payment under the Letter of Credit; provided that the Issuing LenderAgent Bank, in its sole reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documents or and certificates; provided further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office Commonwealth of the Issuing Lender to which such draft or other request for payment is required to be presented is locatedKentucky) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. 12:00 noon (in the time zone of such office of the Issuing LenderLouisville, Kentucky time) on such Business Day. Company In determining whether to pay under any Letter of Credit, the Agent Bank shall notify be responsible only to determine that the applicable Issuing Lender (documents and Administrative Agentcertificates required to be delivered under that Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit; provided, if Administrative further, nothing contained in this Section 2.6B shall be deemed to prejudice the right of the Borrower to recover from the Agent is not such Issuing Lender) prior to Bank in respect of any amounts paid by the issuance of Agent Bank under any Letter of Credit in the event that any it is determined by a court of competent jurisdiction that the matters payment with respect to which Company is required to certify in the applicable Notice of Issuance of such Letter of Credit is no longer true and correct as by the Agent Bank constituted gross negligence or willful misconduct on the part of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have recertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of CreditAgent Bank.

Notice of Issuance. Whenever Company the Borrower desires the issuance of a Letter of Credit, it shall deliver to the Administrative Agent, at the Funding and Payment Office, a Agent an Issuance Notice of Issuance of Letter of Credit no later than 12:00 Noon 3:00 p.m. (New York Eastern time) at least three Business Days (in the case of Standby Letters of Credit) or five Business DaysDays (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuance Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the currency and face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (cd) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, and (ef) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of CreditCredit and (g) the applicable Issuing Lender; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; provided further and provided, further, that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company The Borrower shall notify the applicable Issuing Lender (and the Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company the Borrower is required to certify in the applicable Issuance Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit the Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company the Borrower is required to certify in the applicable Notice of Issuance of Letter of CreditNotice.

Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit IV annexed hereto no later than 12:00 Noon 10:00 A.M. (New York Pacific time) at least five 5 Business Days, or in each case such shorter period as may be agreed to by the Issuing Lender Administrative Agent in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Administrative Agent to make payment under the Letter of Credit; provided that the Issuing LenderAdministrative Agent, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided and provided, further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender Administrative Agent to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing LenderAdministrative Agent) on such Business Daybusiness day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding Agent and Payment Office, Fronting Bank a Notice of Issuance of Letter of Credit written notice no later than 12:00 Noon 1:00 P.M. (New York time) at least ten Business Days (in the case of Standby Letters of Credit), or five Business DaysDays (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender Fronting Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit That notice shall specify (ai) the proposed date of issuance issuance, amendment, renewal or extension (which shall be a Business Daybusiness day under the laws of the jurisdiction of Fronting Bank), (bii) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (ciii) the expiration date of the Letter of CreditCredit (which shall comply with Subsection 2.1A), (div) the name and address of the beneficiary, and (ev) the verbatim text of the proposed Benefitted Subsidiary or Benefitted Subsidiaries, if any, with respect to such Letter of Credit or and the proposed terms amount inuring to the benefit of each such Benefitted Subsidiary and conditions thereof(vi) the currency in which the Letter of Credit is requested to be denominated (which shall be Dollars or, including subject to subsection 2.1A, a Freely Available Foreign Currency). Prior to the date of issuance, Borrower shall specify a precise description of any the documents and the verbatim text of any certificates certificate to be presented by the beneficiary whichof such Letter of Credit, which if presented by the such beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Fronting Bank to make payment under the Letter of Credit; provided that the Issuing LenderFronting Bank, in its sole reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documents or and certificates; , and provided further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is locatedFronting Bank) that such draft or other request for payment is presented if such presentation is made after 10:00 11:00 A.M. (in the time zone of such office of the Issuing Lender) Fronting Bank on such Business Daybusiness day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior In determining whether to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of pay under any Letter of Credit, Company Fronting Bank shall be deemed responsible only to have recertified, as of determine that the date of such issuance, as to the matters to which Company is documents and certificates required to certify in be delivered under that Letter of Credit have been delivered and that they comply on their face with the applicable Notice requirements of Issuance of that Letter of Credit.. Promptly after receipt of a notice of issuance of a Letter of Credit, Administrative Agent shall notify each Lender of the proposed issuance and the amount of each Lender's respective participation therein, determined in accordance with subsection 2.1A.

Notice of Issuance. Whenever Company desires the issuance ------------------ of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 12:00 Noon (New York City time) at least five Business Days, Days (or such shorter period as may be agreed to by the Issuing Lender in any particular instance, ) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (cd) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, and (ef) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require -------- changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; provided and provided, further that no Letter of Credit shall require payment -------- ------- against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires Borrowers desire the issuance of a Letter of Credit, it they shall deliver to the Administrative Agent, at the Funding and Payment Office, a Agent an Issuance Notice of Issuance of Letter of Credit no later than 12:00 Noon 1:00 p.m. (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business DaysDays (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuance Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (cd) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, and (ef) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; provided further and provided, further, that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company The Borrowers shall notify the applicable Issuing Lender (and the Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Issuance Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrowers shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Issuance of Letter of CreditNotice.

Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding Agent and Payment Office, Issuing Lender a Notice of Issuance of Letter of Credit substantially in the form of EXHIBIT III annexed hereto together with a duly executed Letter of Credit Agreement no later than 12:00 Noon 11:00 a.m. (New York California time) at least five three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) whether such Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (b) the proposed date of issuance (which shall be a Business Day), (bc) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (cd) the expiration date of the Letter of Credit, (de) that the Letter of Credit, upon giving effect to the issuance thereof, would not cause the Total Utilization of Revolving Loan Commitments to exceed the Revolving Loan Commitments, (f) the name and address of the beneficiary, and (eg) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided PROVIDED that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided further and PROVIDED FURTHER that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. a.m. (in the time zone of such office of the Issuing LenderCalifornia time) on such Business Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company any Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent (with a copy to Agent or such other proposed Issuing Lender approved by the Administrative Agent, at the Funding and Payment Office, ) a Notice of Issuance of Letter of Credit substantially in the form of EXHIBIT III annexed hereto no later than 12:00 Noon (New York timeLocal Time) at least five three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the applicable currency the Letter of Credit is requested to be denominated in, (d) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, and (ef) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided PROVIDED that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; provided further and PROVIDED, FURTHER that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company The Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such (with a copy to Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company it is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company it is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, proposed Issuing Lender (with a copy to Agent if Agent is not the proposed Issuing Lender) a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon 10:00 A.M. (New York time) at least five Business Days, Days (or such shorter period as may be agreed to by the Issuing Lender in any particular instance, ) in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the Revolving Lender requested to issue the Letter of Credit, (b) the proposed date of issuance (which shall be a Business Day), (bc) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (cd) the expiration date of the Letter of Credit, (de) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (f) the name and address of the beneficiary, and (eg) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided and provided, further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have recertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Creditbusiness day.

Notice of Issuance. Whenever Company a Borrower desires the issuance of a Letter of Credit, it Res-Care, as agent for such Borrower, shall deliver to Administrative Agent, at the Funding PNC an Application and Payment Office, a Notice of Issuance of Agreement for Letter of Credit in the form of Exhibit C annexed hereto no later than 12:00 Noon 10:00 A.M. (New York Louisville, Kentucky time) at least five ten (10) Business Days, or in each case such shorter period as may be agreed to by the Issuing Lender PNC in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Application and Agreement for Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business DayDay under the laws of the Commonwealth of Kentucky), (bii) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (ciii) the expiration date of the Letter of Credit, (div) the name and address of the beneficiarybeneficiary of the Letter of Credit, and (ev) the verbatim text a summary of the proposed purpose and contemplated terms of the Letter of Credit or Credit. Prior to the proposed terms and conditions thereofdate of issuance of any Letter of Credit, including Res-Care shall specify a precise description of any the documents and the verbatim proposed text of any certificates certificate to be presented by the beneficiary under such Letter of Credit which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender PNC to make payment under the Letter of Credit; provided that the Issuing LenderPNC, in its sole reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documents or and certificates; provided further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office Commonwealth of the Issuing Lender to which such draft or other request for payment is required to be presented is locatedKentucky) that such draft or other request for payment is presented if such presentation is made after 10:00 11:00 A.M. (in the time zone of such office of the Issuing LenderLouisville, Kentucky time) on such Business Day. Company In determining whether to pay under any Letter of Credit, PNC shall notify be responsible only to determine that the applicable Issuing Lender (documents and Administrative Agentcertificates required to be delivered under that Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit; provided, if Administrative Agent is not such Issuing Lender) prior further, nothing contained in this Section 2.7B shall be deemed to prejudice the issuance right of the Borrowers to recover from PNC in respect of any amounts paid by PNC under any Letter of Credit in the event that any it is determined by a court of competent jurisdiction that the matters payment with respect to which Company is required to certify in the applicable Notice of Issuance of such Letter of Credit is no longer true and correct as by PNC constituted gross negligence or willful misconduct on the part of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have recertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of CreditPNC.

Notice of Issuance. Whenever Company the Borrower desires the issuance of a Letter of Credit, it the Borrower shall deliver to Administrative Agent, at the Funding Bank an Application and Payment Office, a Notice of Issuance of Agreement for Letter of Credit in the form of Exhibit B annexed hereto and a Borrowing Certificate no later than 12:00 Noon 10:00 A.M. (New York Louisville, Kentucky, time) at least five ten (10) Business Days, or in each case such shorter period as may be agreed to by the Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Application and Agreement for Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business DayDay under the laws of the Commonwealth of Kentucky), (bii) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (ciii) the expiration date of the Letter of Credit, (div) the name and address of the beneficiary, and (ev) the verbatim text a summary of the proposed purpose and contemplated terms of such Letter of Credit or Credit. Prior to the proposed terms and conditions thereofdate of issuance of any Letter of Credit, including the Borrower shall specify a precise description of any the documents and the verbatim proposed text of any certificates certificate to be presented by the beneficiary under such Letter of Credit which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Bank to make payment under the Letter of Credit; provided that the Issuing LenderBank, in its sole reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documents or and certificates; provided further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office Commonwealth of the Issuing Lender to which such draft or other request for payment is required to be presented is locatedKentucky) that such draft or other request for payment is presented if such presentation is made after 10:00 11:00 A.M. (in the time zone of such office of the Issuing LenderLouisville, Kentucky, time) on such Business Day. Company In determining whether to pay under any Letter of Credit, the Bank shall notify be responsible only to determine that the applicable Issuing Lender (documents and Administrative Agentcertificates required to be delivered under that Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit; provided, if Administrative Agent is not such Issuing Lenderfurther, nothing contained in this Section 2.6(c) prior shall be deemed to prejudice the issuance right of the Borrower to recover from the Bank in respect of any amounts paid by the Bank under any Letter of Credit in the event that any it is determined by a court of competent jurisdiction that the matters payment with respect to which Company is required to certify in the applicable Notice of Issuance of such Letter of Credit is no longer true and correct as by the Bank constituted gross negligence or willful misconduct on the part of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have recertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of CreditBank.

Notice of Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Issuing Lender a Notice of Issuance of Letter of Credit no later than 12:00 Noon 10:00 a.m. (New York City time) at least five three Business Days, or such shorter period as may be agreed to by the Issuing Lender Lender, in its sole discretion, in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (cd) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, and (ef) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; provided and provided, further that that, unless otherwise agreed by the Issuing Lender, no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify Borrower has certified in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to the proposed Issuing Lender (with a copy to Administrative Agent, at Agent if Administrative Agent is not the Funding and Payment Office, proposed Issuing Lender) a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon (New York time) at least five three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided and provided, further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office of the t he Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. 12:00 Noon (in the time zone of such office of the Issuing LenderNew York time) on such Business Day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, Agent if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a Letter of CreditCredit in accordance with subsection 3.1A above, it shall deliver to Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon 1:00 P.M. (New York time) at least three Business Days (in the case of Standby Letters of Credit) or five Business DaysDays (in the case of Commercial Letters of Credit), or in each case (once the Issuing Lender has been selected and with the Administrative Agent's approval) such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the face amount Letter of Credit is to be a Standby Letter of Credit or maximum aggregate liability under, as applicable, the a Commercial Letter of Credit, (c) the expiration date face amount of the Letter of Credit, (d) the expiration date of the Letter of Credit (subject to subsection 3.1A hereof), (e) the name and address of the beneficiary, and (ef) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description and list of any documents and (including the verbatim text of any certificates content thereof) to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; provided and provided, further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Upon the Administrative Agent's receipt of such Notice of Issuance, the Issuing Lender shall be determined in accordance with subsection 3.1B(ii) hereof. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Chase Co- Administrative Agent, at the Funding and Payment Office, a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York time) at least five Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company shall notify the applicable Issuing Lender (and Chase Co-Administrative Agent, if Chase Co-Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Bank a Notice of Issuance of Letter of Credit no later than 12:00 Noon 10:00 A.M. (New York Chicago time) at least five three (3) Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, Days in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business Day), (bii) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, in Dollars (cwhich amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) as quoted by Bank to Borrower in connection with such Letter of Credit, (iii) the expiration date of the Letter of Credit, (div) the name and address of the beneficiary, and (ev) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Bank to make payment under the Letter of Credit; provided that that, anything to the Issuing Lendercontrary in this Agreement notwithstanding, in its reasonable discretionBorrower may, may require changes in the text with Bank's consent, deliver a Notice of the proposed Issuance of Letter of Credit or any electronically to Bank, in which such documents or certificates; provided further that no event Borrower shall be deemed for all purposes hereunder and the other Loan Documents to have delivered a written Notice of Issuance of Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Dayhereunder. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) Bank prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon 10:00 A.M. (New York Pacific time) at least five 5 Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary whichthat, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided and provided, further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing LenderPacific time) on such Business Daybusiness day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company a Borrower desires the issuance of a Letter of Credit, it Res-Care, as agent for such Borrower, shall deliver to Administrative Agent, at the Funding PNC an Application and Payment Office, a Notice of Issuance of Agreement for Letter of Credit in the form of EXHIBIT Q annexed hereto no later than 12:00 Noon 10:00 A.M. (New York Louisville, Kentucky time) at least five ten (10) Business Days, or in each case such shorter period as may be agreed to by the Issuing Lender PNC in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Application and Agreement for Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business DayDay under the laws of the Commonwealth of Kentucky), (bii) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (ciii) the expiration date of the Letter of Credit, (div) the name and address of the beneficiarybeneficiary of the Letter of Credit, and (ev) the verbatim text a summary of the proposed purpose and contemplated terms of the Letter of Credit or Credit. Prior to the proposed terms and conditions thereofdate of issuance of any Letter of Credit, including Res-Care shall specify a precise description of any the documents and the verbatim proposed text of any certificates certificate to be presented by the beneficiary under such Letter of Credit which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender PNC to make payment under the Letter of Credit; provided PROVIDED that the Issuing LenderPNC, in its sole reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documents or and certificates; provided further PROVIDED FURTHER that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office Commonwealth of the Issuing Lender to which such draft or other request for payment is required to be presented is locatedKentucky) that such draft or other request for payment is presented if such presentation is made after 10:00 11:00 A.M. (in the time zone of such office of the Issuing LenderLouisville, Kentucky time) on such Business Day. Company In determining whether to pay under any Letter of Credit, PNC shall notify be responsible only to determine that the applicable Issuing Lender (documents and Administrative Agentcertificates required to be delivered under that Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit; PROVIDED, if Administrative Agent is not such Issuing Lender) prior FURTHER, nothing contained in this Section 2.7B shall be deemed to prejudice the issuance right of the Borrowers to recover from PNC in respect of any amounts paid by PNC under any Letter of Credit in the event that any it is determined by a court of competent jurisdiction that the matters payment with respect to which Company is required to certify in the applicable Notice of Issuance of such Letter of Credit is no longer true and correct as by PNC constituted gross negligence or willful misconduct on the part of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have recertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of CreditPNC.

Notice of Issuance. Whenever Company a Borrower desires the issuance of a Letter of Credit, it BT, on behalf of the Borrowers, shall deliver to Administrative Agent, at the Funding Agent Bank an Application and Payment Office, a Notice of Issuance of Agreement for Letter of Credit in the form of Exhibit C annexed hereto no later than 12:00 Noon noon (New York Louisville, Kentucky time) at least five ten (10) Business Days, or in each case such shorter period as may be agreed to by the Issuing Lender Agent Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Application and Agreement for Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business DayDay under the laws of the Commonwealth of Kentucky), (bii) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (ciii) the expiration date of the Letter of Credit, (div) the name and address of the beneficiarybeneficiary of the Letter of Credit, and (ev) the verbatim text a summary of the proposed purpose and contemplated terms of the Letter of Credit or Credit. Prior to the proposed terms and conditions thereofdate of issuance of any Letter of Credit, including the Borrowers shall specify a precise description of any the documents and the verbatim proposed text of any certificates certificate to be presented by the beneficiary under such Letter of Credit which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Agent Bank to make payment under the Letter of Credit; provided that the Issuing LenderAgent Bank, in its sole reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documents or and certificates; provided further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office Commonwealth of the Issuing Lender to which such draft or other request for payment is required to be presented is locatedKentucky) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. 12:00 noon (in the time zone of such office of the Issuing LenderLouisville, Kentucky time) on such Business Day. Company In determining whether to pay under any Letter of Credit, the Agent Bank shall notify be responsible only to determine that the applicable Issuing Lender (documents and Administrative Agentcertificates required to be delivered under that Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit; provided, if Administrative further, nothing contained in this Section 2.7B shall be deemed to prejudice the right of the Borrowers to recover from the Agent is not such Issuing Lender) prior to Bank in respect of any amounts paid by the issuance of Agent Bank under any Letter of Credit in the event that any it is determined by a court of competent jurisdiction that the matters payment with respect to which Company is required to certify in the applicable Notice of Issuance of such Letter of Credit is no longer true and correct as by the Agent Bank constituted gross negligence or willful misconduct on the part of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have recertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of CreditAgent Bank.

Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon (New York Charlotte, NC time) at least three Business Days (in the case of Standby Letters of Credit) or five Business DaysDays (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (cd) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, and (ef) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; provided and provided, further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York time) at least five Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in -------- its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided further that no -------- ------- Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have recertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Bank a Notice of Issuance of Letter of Credit no later than 12:00 Noon 10:00 A.M. (New York Chicago time) at least five three (3) Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, Days in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business Day), (bii) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, in Dollars (cwhich amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) as quoted by Bank to Borrower in connection with such Letter of Credit, (iii) the expiration date of the Letter of Credit, (div) the name and address of the beneficiary, and (ev) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Bank to make payment under the Letter of Credit; provided that that, ------------- anything to the Issuing Lendercontrary in this Agreement notwithstanding, in its reasonable discretionBorrower may, may require changes in the text with Bank's consent, deliver a Notice of the proposed Issuance of Letter of Credit or any electronically to Bank, in which such documents or certificates; provided further that no event Borrower shall be deemed for all purposes hereunder and the other Loan Documents to have delivered a written Notice of Issuance of Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Dayhereunder. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) Bank prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company any Domestic Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, proposed Issuing Lender (with a copy to Primary Documentation Agent if Primary Documentation Agent is not the proposed Issuing Lender) a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon noon (New York time) at least five Business Days, or such shorter period as may be agreed to by the any Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the Domestic Lender requested to issue the Letter of Credit, (b) whether such Letter of Credit is to be a Commercial Letter of Credit or a Standby Letter of Credit, (c) the proposed date of issuance (which shall be a Business Day), (bd) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (ce) whether such Letter of Credit is to be denominated in Dollars or Canadian Dollars, (f) the expiration date of the Letter of Credit, (dg) the name and address of the beneficiary, and (eh) a summary of the verbatim purpose of such Letter of Credit. At least two Business Days prior to the proposed date of issuance, the applicable Domestic Borrower shall specify to the Issuing Lender the proposed text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to in substantial compliance with such terms and conditions and on or before the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided and provided, further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 11:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have recertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Creditbusiness day.

Notice of Issuance. Whenever Company desires the issuance of a Letter of Documentary Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter Documentary Credit substantially in the form of Credit EXHIBIT III annexed hereto no later than 12:00 Noon (New York San Francisco time) at least five three Business Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Documentary Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the face amount of Documentary Credit is to be a Commercial Documentary Credit, a Standby Documentary Credit or maximum aggregate liability under, as applicable, the Letter of a Midland Standby Documentary Credit, (c) the face amount of the Documentary Credit, (d) the expiration date of the Letter of Documentary Credit, (de) the name and address of the beneficiary, and (ef) either the verbatim text of the proposed Letter of Documentary Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Documentary Credit, would require the Issuing Lender to make payment under the Letter of Documentary Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Documentary Credit or any such documents or certificatesdocuments; provided and provided, further that no Letter of Documentary Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Documentary Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Documentary Credit is no longer true and correct as of the proposed date of issuance of such Letter of Documentary Credit, and upon the issuance of any Letter of Credit, Documentary Credit Company shall (unless Company has so notified Administrative Agent) be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Documentary Credit. On the Closing Date, all Existing Documentary Credits shall be deemed to have been made under this Agreement. The expiration date for such Existing Documentary Credits shall be the existing expiration date for such Existing Documentary Credits.

Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business DaysDays (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (cd) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, and (ef) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; provided and provided, further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at Agent and to the Funding and Payment Office, Lender which Company has requested to issue such Letter of Credit a Notice of Issuance of Letter of Credit no later than 12:00 Noon 1:00 P.M. (New York time) at least five Business Days, or such shorter period as may be agreed to by the an Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business Daybusiness day under the laws of the jurisdiction of the Issuing Lender), (bii) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (ciii) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (iv) the expiration date of the Letter of Credit, (dv) the name and address of the beneficiary, and (evi) the verbatim text Lender which Company has requested to issue such Letter of the proposed Credit; and such Notice of Issuance of Letter of Credit or shall further certify that subsection 3.2B is satisfied on and as of the proposed terms and conditions thereofdate of issuance of such Letter of Credit. As soon as practicable after delivery of such notice with respect to any Letter of Credit, including the Issuing Lender for such Letter of Credit shall be determined as provided in subsection 2.8C(ii). Prior to the date of issuance, Company shall specify a precise description of any the documents and the verbatim text of any certificates certificate to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its sole reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documents or and certificates; and provided further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is locatedLender) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (11:00 a.m. in the time zone of such office of the Issuing Lender) Lender on such Business Daybusiness day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior In determining whether to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of pay under any Letter of Credit, Company the Issuing Lender shall be deemed responsible only to have recertified, as of determine that the date of such issuance, as to the matters to which Company is documents and certificates required to certify in be delivered under that Letter of Credit have been delivered and that they comply on their face with the applicable Notice requirements of Issuance of that Letter of Credit.

Notice of Issuance. Whenever Company desires Borrowers desire the issuance of a Letter of Credit, it they shall deliver to Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit XV annexed hereto no later than 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business DaysDays (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (cd) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, and (ef) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description descrip tion of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; provided and provided, further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company Borrowers shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is Borrowers are required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrowers shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company is Borrowers are required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to the proposed Issuing Lender (with a copy to Administrative Agent, at Agent if Administrative Agent is not the Funding and Payment Office, proposed Issuing Lender) a Notice of Issuance of Letter of Credit substantially in the form of EXHIBIT III annexed hereto no later than 12:00 Noon (New York time) at least five three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided PROVIDED that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided further and PROVIDED, FURTHER that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. 12:00 Noon (in the time zone of such office of the Issuing LenderNew York time) on such Business Day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, Agent if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the Borrowers desire the issuance or amendment of a Letter of Credit, it they shall deliver make request therefor to Administrative Agent, at the Funding and Payment Office, a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York time) Issuing Bank at least five two Business Days, or such shorter period as may be agreed to by the Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify issuance or amendment, specifying (ai) the proposed date of issuance or amendment (which shall be a Business Daybusiness day under the laws of the jurisdiction of the Issuing Bank), (bii) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (ciii) the expiration date of the Letter of Credit, (div) the name and address of the beneficiary, beneficiary and (ev) whether the verbatim text Letter of the proposed Credit requested is a Standby Letter of Credit or a Commercial Letter of Credit. Together with such request for the proposed terms issuance or amendment of a Letter of Credit, the Borrowers shall deliver to the Issuing Bank and conditions thereofthe Administrative Agent a notice which shall certify that (i) the Letter of Credit requested to be issued or amended, including when added to the then Total Utilization of Revolving Commitments, will not exceed the aggregate Revolving Commitments therein available, as the amount available under the Revolving Commitments may be reduced from time to time pursuant to Section 2.4 or limited from time to time pursuant to Section 2.1A and (ii) Section 3.2B is satisfied on and as of the date of delivery of such notice to the same extent as though the issuance or amendment of such Letter of Credit were the making of a Loan, and shall deliver to the Issuing Bank an executed application for such Letter of Credit in the form customarily required by the Issuing Bank for the issuance or amendment of commercial letters of credit or standby letters of credit, as the case may be, and specify a precise description of any the documents and the verbatim text of any certificates certificate to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Bank to make payment under the Letter of Credit; provided that the Issuing LenderBank, in its reasonable discretionjudgment, may require changes in any such documents and certificates. In determining whether to pay under any Letter of Credit, the text of Issuing Bank shall be responsible only to determine that the proposed documents and certificates required to be delivered under that Letter of Credit or any such documents or certificates; provided further have been delivered and that no they comply on their face with the requirements of that Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office of Credit. Upon receipt by the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone Bank of such office notice and such other documents from the Borrowers requesting the issuance or amendment of a Letter of Credit, if the Issuing Lender) on such Business Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior Bank elects to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of issue or amend such Letter of Credit, it shall so notify the Borrowers and upon the Administrative Agent of the proposed issuance or amendment and the Issuing Bank shall issue or amend such Letter of Credit. If the Issuing Bank, in its sole discretion, elects not to issue or amend such Letter of Credit because issuance or amendment of such Letter of Credit may violate any applicable laws or any applicable policies of the Issuing Bank or any Lender, the Issuing Bank shall promptly so notify the Borrowers and the Administrative Agent and no Letter of Credit will be issued or amended. Upon the issuance, negotiation, amendment or expiration of a Letter of Credit, Company each Issuing Bank shall be deemed to have recertified, as of notify the date Administrative Agent of such issuanceactivity and on no less than a semi-monthly basis, as to the matters to which Company is required to certify in Administrative Agent shall notify each Lender of such activity and the applicable Notice aggregate face amount of Issuance of Letter all outstanding Letters of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon 11:00 A.M. (New York City time) at least five three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit and if CIBC is the Issuing Lender, such Notice of Issuance of Letter of Credit shall attach a current application form from CIBC with respect to the issuance of such Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; and provided further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that if any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 12:00 Noon 11:00 A.M. (New York City time) at least five three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit and if CIBC is the Issuing Lender, such Notice of Issuance of Letter of Credit shall attach a current application form from CIBC with respect to the issuance of such Letter of Credit; provided that the Issuing Lender, in its reasonable -------- discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; and provided further that no Letter of Credit -------- ------- shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that if any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit IX annexed hereto no later than 12:00 Noon (New York City time) at least three Business Days (in the case of Standby Letters of Credit) or five Business DaysDays (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (cd) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, and (ef) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; provided and provided, further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company the Borrower desires the issuance ------------------ of a Letter of Credit, it the Borrower shall deliver to Administrative Agent, at the Funding Agent Bank an Application and Payment Office, a Notice of Issuance of Agreement for Letter of Credit in the form of Exhibit C annexed --------- hereto no later than 12:00 Noon noon (New York Louisville, Kentucky time) at least five ten (10) Business Days, or in each case such shorter period as may be agreed to by the Issuing Lender Agent Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Application and Agreement for Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business DayDay under the laws of the Commonwealth of Kentucky), (bii) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (ciii) the expiration date of the Letter of Credit, (div) the name and address of the beneficiarybeneficiary of the Letter of Credit, and (ev) the verbatim text a summary of the proposed purpose and contemplated terms of the Letter of Credit or Credit. Prior to the proposed terms and conditions thereofdate of issuance of any Letter of Credit, including the Borrower shall specify a precise description of any the documents and the verbatim proposed text of any certificates certificate to be presented by the beneficiary under such Letter of Credit which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Agent Bank to make payment under the Letter of Credit; provided that the Issuing LenderAgent Bank, -------- in its sole reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documents or and certificates; provided further that no Letter of Credit shall require payment ---------------- against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office Commonwealth of the Issuing Lender to which such draft or other request for payment is required to be presented is locatedKentucky) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. 12:00 noon (in the time zone of such office of the Issuing LenderLouisville, Kentucky time) on such Business Day. Company In determining whether to pay under any Letter of Credit, the Agent Bank shall notify be responsible only to determine that the applicable Issuing Lender (documents and Administrative Agentcertificates required to be delivered under that Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit; provided, if Administrative further, nothing contained in this Section 2.7B ----------------- shall be deemed to prejudice the right of the Borrower to recover from the Agent is not such Issuing Lender) prior to Bank in respect of any amounts paid by the issuance of Agent Bank under any Letter of Credit in the event that any it is determined by a court of competent jurisdiction that the matters payment with respect to which Company is required to certify in the applicable Notice of Issuance of such Letter of Credit is no longer true and correct as by the Agent Bank constituted gross negligence or willful misconduct on the part of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have recertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of CreditAgent Bank.

Notice of Issuance. Whenever Company the Borrower desires the issuance of a Letter of Credit, it the Borrower shall deliver to Administrative Agent, at the Funding Agent Bank an Application and Payment Office, a Notice of Issuance of Agreement for Letter of Credit in the form of Exhibit C annexed hereto no later than 12:00 Noon noon (New York Louisville, Kentucky time) at least five ten (10) Business Days, or in each case such shorter period as may be agreed to by the Issuing Lender Agent Bank in any particular instance, in advance of the proposed date of issuanceissu-ance. The Notice of Issuance of Application and Agreement for Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business DayDay under the laws of the Commonwealth of Kentucky), (bii) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (ciii) the expiration date of the Letter of Credit, (div) the name and address of the beneficiarybeneficiary of the Letter of Credit, and (ev) the verbatim text a summary of the proposed purpose and contemplated terms of the Letter of Credit or Credit. Prior to the proposed terms and conditions thereofdate of is-suance of any Letter of Credit, including the Borrower shall specify a precise description of any the documents and the verbatim proposed text of any certificates certificate to be presented by the beneficiary under such Letter of Credit which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Agent Bank to make payment under the Letter of Credit; provided that the Issuing LenderAgent Bank, in its reasonable discretionsole rea-sonable judgment, may require changes in the text of the proposed Letter of Credit or any such documents or and certificates; provided further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office Common-wealth of the Issuing Lender to which such draft or other request for payment is required to be presented is locatedKentucky) that such draft or other request for payment is presented if such presentation presenta-tion is made after 10:00 A.M. 12:00 noon (in the time zone of such office of the Issuing LenderLouisville, Kentucky time) on such Business Day. Company In determining whether to pay under any Letter of Credit, the Agent Bank shall notify be responsible only to deter-mine that the applicable Issuing Lender (documents and Administrative Agentcertificates required to be delivered under that Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit; provided, if Administrative further, nothing contained in this Section 2.7B shall be deemed to prejudice the right of the Borrower to recover from the Agent is not such Issuing Lender) prior to Bank in respect of any amounts paid by the issuance of Agent Bank under any Letter of Credit in the event that any it is determined by a court of competent jurisdiction that the matters payment with respect to which Company is required to certify in the applicable Notice of Issuance of such Letter of Credit is no longer true and correct as by the Agent Bank con-stituted gross negligence or willful misconduct on the part of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have recertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of CreditAgent Bank.

Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit II annexed hereto no later than 12:00 Noon 10:00 A.M. (New York Pacific time) at least five 5 Business Days, or in each case such shorter period as may be agreed to by the Issuing Lender Administrative Agent in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender Administrative Agent to make payment under the Letter of Credit; provided that the Issuing LenderAdministrative Agent, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided and provided, further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender Administrative Agent to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing LenderAdministrative Agent) on such Business Daybusiness day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have recertifiedre- certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter of Credit no later than 12:00 Noon 10:00 A.M. (New York Pacific time) at least five 5 Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary whichthat, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided and provided, further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing LenderPacific time) on such Business Daybusiness day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrower shall be deemed to have recertifiedre- certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company the Borrower desires the issuance of a Letter of Credit, it shall deliver to the Administrative Agent, at the Funding and Payment Office, a Agent an Issuance Notice of Issuance of Letter of Credit no later than 12:00 Noon 1:00 p.m. (New York Eastern time) at least three Business Days (in the case of Standby Letters of Credit) or five Business DaysDays (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Issuance Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (cd) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, and (ef) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; provided further and provided, further, that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company The Borrower shall notify the applicable Issuing Lender (and the Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company the Borrower is required to certify in the applicable Issuance Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit the Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company the Borrower is required to certify in the applicable Notice of Issuance of Letter of CreditNotice.

Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon 1:30 P.M. (New York time) at least five three Business DaysDays (in the case of Standby Letters of Credit), at least one Business Day (in the case of Commercial Letters of Credit), or in each case such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (cd) in the case of a Letter of Credit which Company requests to be denominated in a currency other than Dollars, the currency in which Company requests such Letter of Credit to be issued, (e) the expiration date of the Letter of Credit, (df) the name and address of the beneficiary, and (ef) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; and provided further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 10:30 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit. On the Closing, Date, and so long as the conditions precedent in subsections 4.1 and 4.2 have been fulfilled, each of the Existing Letters of Credit shall, automatically and without any further action by any Person, be deemed to be a duly issued “Letter of Credit” issued on the Closing Date and outstanding under this Agreement (and ▇▇▇▇▇ Fargo shall be the Issuing Lender with respect to such Existing Letters of Credit).

Notice of Issuance. Whenever Company the Borrower desires the issuance of a Letter of Credit, it shall deliver to the applicable Issuing Bank, at the applicable Letter of Credit Issuing Office, and the Administrative Agent, at the applicable Funding and Payment Office, a Notice of Issuance of Letter of Credit no not later than 12:00 Noon 1:00 p.m. (New York time) at least five (5) Business Days, or such shorter period as may be agreed to by the such Issuing Lender Bank in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, beneficiary and (e) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the such Issuing Lender Bank to make payment under the Letter of Creditthereunder; provided that the such Issuing LenderBank, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the such Issuing Lender Bank to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. a.m. (in the time zone of such office of the such Issuing LenderBank) on such Business Day. Company At the request of the Issuing Bank, the Borrower shall also complete and submit such Issuing Bank’s standard letter of credit application form. The Borrower shall notify such Issuing Bank and the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company the Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company the Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company the Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Issuing Lender a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York time) at least five one Business DaysDay, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate as quoted by the Issuing Lender to Borrower in connection with such Letter of Credit), (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable sole discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided and provided, further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day; provided still further that Issuing Lender shall not be obligated to issue any Letter of Credit denominated in a foreign currency which in the judgment of Issuing Lender is not readily and freely available; provided further that anything to the contrary in this Agreement notwithstanding; Borrower may, with Issuing Lender's consent, electronically request the issuance of Letters of Credit by Issuing Lender, in which such event Borrower shall be deemed for all purposes hereunder and the other Loan Documents to have delivered a written Notice of Issuance of Letter of Credit hereunder. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Managing Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer materially true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to the Issuing Lender (with a copy to Administrative Agent, at the Funding and Payment Office, a ) an irrevocable Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon 10:00 A.M. (New York Pacific time) at least five 5 Business Days, or in each case such shorter period as may be agreed to by the Issuing Lender in any particular particu lar instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided and provided, further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company shall notify the applicable Issuing Lender (and with a copy to Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to the relevant L/C Issuer and the Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon (New York time) at least five three (3) Business Days, or such shorter period as may be agreed to by the Issuing Lender such L/C Issuer in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender an L/C Issuer to make payment under the Letter of Credit; provided that the Issuing Lenderan L/C Issuer, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided and provided, further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender applicable L/C Issuer to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. 12:00 Noon (in the time zone of such office of the Issuing LenderNew York time) on such Business Day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) L/C Issuer prior to the issuance of any Letter of Credit in the event that any of the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit. U.S. Bank as an L/C Issuer may elect only to issue Letters of Credit in its own name and may only issue Letters of Credit to the extent permitted by applicable law, and such Letters of Credit may not be acceptable by certain beneficiaries such as insurance companies.

Notice of Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Issuing Lender a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon (New York City time) at least five three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (cd) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, and (ef) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; and provided further that further, that, unless otherwise agreed by the Issuing Lender, no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify Borrower has certified in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Issuing Lender a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon (New York City time) at least five three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit or a Commercial Letter of Credit, (c) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (cd) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, and (ef) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; provided and provided, further that that, unless otherwise agreed by the Issuing Lender, no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company Borrower shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify Borrower has certified in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company Credit Borrower shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company Borrower is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III annexed hereto no later than 12:00 Noon 11:00 A.M. (New York Dallas, Texas time) at least five three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; provided and provided, further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Daybusiness day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Credit Company shall be deemed to have recertifiedre-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company desires the issuance of a ------------------ Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, Agent a Notice of Issuance of Letter of Credit substantially in the form of Exhibit III ----------- annexed hereto no later than 12:00 Noon (New York Chicago time) at least five three Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) whether the Letter of Credit is to be a Standby Letter of Credit [a Commercial Letter of Credit], (c) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (cd) the expiration date of the Letter of Credit, (de) the name and address of the beneficiary, and (ef) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require -------- changes in the text of the proposed Letter of Credit or any such documents or certificatesdocuments; provided and provided, further that no Letter of Credit shall require payment against -------- ------- a conforming draft or other request for payment to be made thereunder on the same Business Day business day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have recertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Creditbusiness day.

Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent, at the Funding and Payment Office, a Notice of Issuance of Letter of Credit no later than 12:00 Noon (New York time) at least five Business Days, or such shorter period as may be agreed to by the Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents and the verbatim text of any certificates to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents or certificates; provided further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office of the Issuing Lender to which such draft or other request for payment is required to be presented is located) that such draft or other request for payment is presented if such presentation is made after 10:00 A.M. (in the time zone of such office of the Issuing Lender) on such Business Day. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have recertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of Credit.

Notice of Issuance. Whenever Company the Borrower desires the issuance of a Letter of Credit, it the Borrower shall deliver to Administrative Agent, at the Funding PNC an Application and Payment Office, a Notice of Issuance of Agreement for Letter of Credit in the form of Exhibit C annexed hereto no later than 12:00 Noon 10:00 A.M. (New York Louisville, Kentucky time) at least five ten (10) Business Days, or in each case such shorter period as may be agreed to by the Issuing Lender PNC in any particular instance, in advance of the proposed date of issuance. The Notice of Issuance of Application and Agreement for Letter of Credit shall specify (ai) the proposed date of issuance (which shall be a Business DayDay under the laws of the Commonwealth of Kentucky), (bii) the face amount of or maximum aggregate liability under, as applicable, the Letter of Credit, (ciii) the expiration date of the Letter of Credit, (div) the name and address of the beneficiary, and (ev) the verbatim text a summary of the proposed purpose and contemplated terms of such Letter of Credit or Credit. Prior to the proposed terms and conditions thereofdate of issuance of any Letter of Credit, including the Borrower shall specify a precise description of any the documents and the verbatim proposed text of any certificates certificate to be presented by the beneficiary under such Letter of Credit which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender PNC to make payment under the Letter of Credit; provided that the Issuing LenderPNC, in its sole reasonable discretionjudgment, may require changes in the text of the proposed Letter of Credit or any such documents or and certificates; provided further that no Letter of Credit shall require payment against a conforming draft or other request for payment to be made thereunder on the same Business Day (under the laws of the jurisdiction in which the office Commonwealth of the Issuing Lender to which such draft or other request for payment is required to be presented is locatedKentucky) that such draft or other request for payment is presented if such presentation is made after 10:00 11:00 A.M. (in the time zone of such office of the Issuing LenderLouisville, Kentucky time) on such Business Day. Company In determining whether to pay under any Letter of Credit, PNC shall notify be responsible only to determine that the applicable Issuing Lender (documents and Administrative Agentcertificates required to be delivered under that Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit; pro- vided, if Administrative Agent is not such Issuing Lender) prior further, nothing contained in this Section 2.7B shall be deemed to prejudice the issuance right of the Borrower to recover from PNC in respect of any amounts paid by PNC under any Letter of Credit in the event that any it is determined by a court of competent jurisdic- tion that the matters payment with respect to which Company is required to certify in the applicable Notice of Issuance of such Letter of Credit is no longer true and correct as by PNC constituted gross negligence or willful misconduct on the part of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit, Company shall be deemed to have recertified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Issuance of Letter of CreditPNC.